Cuban may sell Lionsgate shares to Icahn

Media magnate owns 5.3% of minimajor

Carl Icahn’s received a major boost from Mark Cuban in his ongoing battle with Lionsgate.

Cuban, who owns 5.3% of Lionsgate according to an April filing, disclosed Thursday that he’s planning to tender his shares to Icahn, who’s been menacing Lionsgate in recent weeks with a $7 a share hostile bid.

“I really think I’m going to tender,” Cuban said Thursday on the CNBC program “Strategy Session” without elaboration. The media magnate also told the cable net that he planned to meet with Lionsgate execs.

A Lionsgate spokesman said in response, “We believe that if he tenders to Icahn, he’s leaving money on the table.”

With 18.8% of Lionsgate stock, Icahn is already the second largest shareholder after Mark Rachefsky at 19.9%. About 4% of shareholders had agreed to tender to him before he extended his $7 a share tender offer on June 1 to June 16.

Cuban’s disclosure comes a week after Icahn revealed plans for a proxy fight to take over the Lionsgate board at its annual meeting in September.

If Icahn’s holdings top 20%, it could trigger a technical default under the terms of Lionsgate’s revolving credit facility. Icahn has said he would provide a bridge loan to avoid that. And if Icahn’s stake tops 33%, he would be able veto acquisitions and the top Lionsgate execs could depart the company with severance packages.

Icahn and Cuban have partnered in the past. In 2008, Cuban was on Icahn’s dissident proxy slate to seize control of Yahoo’s board. Cuban sold his Broadcast.com to Yahoo in 1999 for $5 billion.

Icahn’s takeover bid for Lionsgate received a key approval Wednesday from Canuck regulators, who cleared his hostile offer. The review was required since Icahn isn’t Canadian and Lionsgate is based in Vancouver — though it operates out of Santa Monica.

Icahn has agreed to keep the headquarters in Canada and possibly boost the level of production there on a province-by-province basis. He also said he won’t extend the $7 a share offer past June 16 or change the price.

Icahn’s said he wants to replace the Lionsgate board due to what he’s characterized as “excessive” spending. In response, Lionsgate reminded its shareholders Wednesday that its board recommends against Icahn’s unsolicited bid and noted that the offer has made little headway so far.

Icahn’s latest bid drops the requirement that at least 50.1% of the shares be tendered for his offer to go through. The bid values Lionsgate at $825 million.

Lionsgate has noted that its recent earnings report showed “significant improvements” in profitability and cash flow and that its annual spending on its core businesses — $122 million for its most recent fiscal year — amounted to less than 8% of revenues.